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Dish TV India Directors Report, Dish TV Reports by Directors
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Dish TV India
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Directors Report Year End : Mar '13    « Mar 12
To the Members,
 
 The Directors are pleased to present the Twenty Fifth (25th) Annual
 Report together with the Audited Statement of Accounts of the Company
 for the Financial Year ended March 31, 2013.
 
 FINANCIAL RESULTS
 
 The Financial Performance of your Company for the year ended March 31,
 2013 is summarized below:
 
                                                        (Rs./Thousand)
 
 Particulars                               Year ended      Year ended
                                           March 31, 2013  March 31, 2012
 
 Sales & Services                           21,668,050       19,578,236
 
 Other Income                                  511,952          578,706
 
 Total income                               22,180,002       20,156,942
 
 Total Expenses                             23,431,940       21,745,440
 
 Profit/(Loss) before Tax                   (1,251,938)      (1,588,498)
 
 Provision for Taxation (net)                        -                -
 
 Profit/(Loss) after Tax                    (1,251,938)      (1,588,498)
 
 Exceptional items                             594,442                -
 
 Profit/(Loss) for the Year                   (657,496)      (1,588,498)
 
 Add: Balance brought forward              (17,522,920)     (15,934,422)
 
 Amount available for appropriations       (18,180,416)     (17,522,920)
 
 Appropriations :
 
 Dividend                                          Nil              Nil
 
 Tax on Dividend                                   Nil              Nil
 
 General Reserve                                   Nil              Nil
 
 Balance Carried Forward                   (18,180,416)     (17,522,920)
 
 DIVIDEND
 
 Your Directors have not recommended any dividend on the equity shares
 of the Company for the year under review.
 
 BUSINESS OVERVIEW
 
 The year under review continued to bring strength to your Company with
 constant acquisition of Subscribers and the Digitization yielding
 expected results. The Broadcasting and Distribution Industry gained
 momentum in the year under review with large number of HD Channels
 becoming available to the consumers. Over the years, Dish TV has carved
 a niche for itself on account of its adaptability to the state of the
 art technology, variety of content, affordable offerings and quick
 response to the consumers. Dish TV is aiming at growth in revenue and
 subscriber base inter alia on account of provision of customer oriented
 support service, highest number of Hi-Definition channels & services,
 premium on demand services for niche content and latest international
 movie channels.
 
 The favorable demographic pattern and constant rise in the net
 disposable income is also driving major change in the Media and
 Entertainment Industry, more particularly, the ever growing pay TV
 Industry.  The quality and veracity of contents is also improving with
 the increased demand, desire and expectations of the consumers. The
 rise in education level and increased expectations mainly because of
 the access to international media, internet and social networking
 platforms is also driving the Industry. The consumer of today is more
 evolved, tech savvy, broadband oriented and is willing to go places to
 satiate his demand for content. Fortunately, Indian Broadcast Industry
 has moved in tandem with such change in the consumer behavior.
 
 The Government of India is participating actively in the overall
 digitization process pushing the entire category towards achieving the
 objective of complete digitization. The wide buzz and noise created by
 the stakeholders of media Industry has helped the cause, however the
 digitization process needs to grow faster to accomplish the desired
 aim.
 
 The year gone by has been the most opportunistic and challenging for
 the Digital Broadcast Industry. The mandate of digitization set open a
 gigantic market of analog users waiting to get digitized across top 42
 cities. Aggressive play by digital cable systems was witnessed wherein
 Direct-to-Home (''DTH'') clearly went on establishing itself as the most
 preferred choice for digital viewing of pay television content.
 
 Out of the approximately 60 Mn installed base of digital connections,
 substantial number of connections have become part of the DTH category.
 Dish TV strategy was encompassed keeping in mind these challenges as
 well as maximizing the opportunity for DTH, presented by the Digital
 Addressable Systems (''DAS'') mandate of the Government of India. To
 spearhead the DTH advantage, Dish TV with a well crafted insight
 re-positioned the brand in the space of passion for entertainment;
 tapping into consumers who are passionate about their dose of
 entertainment and establish Dish TV as an endpoint for all TV
 entertainment needs.
 
 With consumers seeking maximum value for their money, the Company
 brought forth unparalleled offerings in form of lucrative entry offers,
 schemes like 70  channels free for Lifetime, cash back offers to ensure
 best competitive advantage. Carrying forward the spirit of innovation
 and leadership, Dish TV unveiled its Standard Definition Box with
 Recorder, thus redefining the recorder category.
 
 The Company with focused enhancement in the pillars of Content, Service
 and Technology continued to gain significant edge over the competition
 prevailing in the DTH Industry. To ensure maximum coverage and
 visibility around the digitization wave, incremental steps were made on
 ground and in-shops. Dish TV carried expansion in service
 infrastructure across India to cater to the massive demand and
 providing quick service support to the customers.
 
 With a robust sales and distribution network, Dish TV ensured strong
 foothold in retail outlets combined with an All India Service Network.
 In a service driven Industry, it is also pivotal for a Company to
 enhance the existing subscriber experience by constantly designing and
 offering services that match their dynamic needs. The strategy was to
 position Dish TV as a service led brand with the objective of meeting
 customer delight. With this endeavor, the Company introduced an
 exclusive Dish delight program to recognize its valuable subscriber
 base and benefit them with unique privileges such as Free relocation,
 Free upgrade, Express queue etc.
 
 The challenges to the DTH Industry includes successful implementation
 of the Digitization process in phased manner, availability of satellite
 capacity due to ever rising demand of the content, competitive
 intensity, reasonable growth in Average Revenue Per User (''ARPU'') and
 reasonable taxation structure.
 
 SUBSIDIARY OPERATIONS SUBSIDIARY IN SINGAPORE
 
 During the year under review, the name of Dish TV Singapore Pte.
 Limited, which was your Company''s Wholly Owned Subsidiary (''WOS'') in
 Singapore, was changed to Digital Network Distribution Pte. Limited on
 March 12, 2013.
 
 Further, upon approval of the Board, the shareholding of your Company
 in Digital Network Distribution Pte.  Ltd. (earlier known as Dish TV
 Singapore Pte. Ltd.) was divested consequent to which Digital Network
 Distribution Pte. Ltd. has ceased to be Subsidiary of your Company with
 effect from April 1, 2013. The said divestment was carried out in
 accordance with the provisions of Foreign Exchange Management (Transfer
 or issue of any Foreign Security), Regulations, 2004 and other
 applicable guidelines.
 
 SUBSIDIARY IN SRI LANKA
 
 During the year under review, your Company, upon the approval of Board
 of Directors, incorporated a Joint Venture (''JV'') Company with Satnet
 (Private) Limited, a DTH license holder in Sri Lanka, in the name and
 style of Dish T V Lanka (Private) Limited on April 25, 2012 with a paid
 up share capital of 1 million Sri Lankan Rupees. Your Company holds 70%
 in the JV Company and Satnet (Private) Limited holds 30% in the said JV
 Company. Your Company and Satnet (Private) Limited had entered into a
 JV agreement on April 24, 2012.
 
 The Ministry of Corporate Affairs, Government of India had allowed
 general exemption to Companies from complying with Section 212 (8) of
 the Companies Act, 1956, provided such companies publish the audited
 Consolidated Financial Statements in the Annual Report. Your Board has
 decided to avail the said general exemption from applicability of
 provisions of Section 212 of the Companies Act, 1956, and accordingly,
 the Annual Accounts of the Subsidiaries of the Company as on March 31,
 2013 viz. Digital Network Distribution Pte. Ltd. and Dish TV Lanka
 (Private) Limited are not being attached with the Annual Report of the
 Company and the specified financial highlights of these Subsidiary
 Companies are disclosed in the Annual Report, as part of the
 Consolidated Financial Statements of the Company.  The audited Annual
 Accounts and related information of the Subsidiaries will be made
 available, upon request and shall also be open for inspection at the
 Registered Office of the Company, by any Shareholder.
 
 As required under the Accounting Standard AS 21 - ''Consolidated
 Financial Statements'', issued by the Institute of Chartered Accountants
 of India (''ICAI'') and applicable provisions of the Listing Agreement
 with the Stock Exchange(s), the Financial Statements of the Company
 reflecting the Consolidation of the Accounts of its subsidiaries to the
 extent of equity holding in these Companies are included in this Annual
 Report.
 
 HOLDING COMPANY
 
 During the year under review, Direct Media Distribution Ventures
 Private Limited ceased to be the Holding Company of your Company. As on
 March 31, 2013, Direct Media Distribution Ventures Private Limited
 holds 48,17,86,397 fully paid up equity shares (aggregating to 45.24%
 of the share capital) of your Company.
 
 LISTING
 
 Your Company''s fully paid equity shares continue to be listed and
 traded on BSE Limited (''BSE'') and the National Stock Exchange of India
 Limited (''NSE''). Both these Stock Exchanges have nation-wide terminals
 and hence facilitates the shareholders/investors of the Company in
 trading the shares. The Global Depository Receipts (''GDR'') of the
 Company are listed on the Luxembourg Stock Exchange. The Company has
 paid annual listing fee for the Financial Year 2013-14 to the Stock
 Exchanges and the annual custody fees to National Securities Depository
 Limited (''NSDL'') and Central Depository Services (India) Limited
 (''CDSL''), the Depositories of the Company.
 
 SHARE CAPITAL
 
 Upon the approval of the Shareholders, your Company increased its
 Authorized Share Capital from Rs. 135,00,00,000/- (Rupees One Hundred
 and Thirty Five Crores Only) divided into 135,00,00,000 Equity Shares
 of Rs. 1/- each to Rs. 150,00,00,000/- (Rupees One Hundred and Fifty
 Crores Only) divided into 150,00,00,000 Equity Shares of Rs. 1/- each
 on November 26, 2012. Your Company has made necessary filings and
 applications to the statutory authorities in this regard and requisite
 approvals have been received.
 
 During the year, your Company issued and allotted 461,300 equity shares
 upon exercise of Stock Option by the Employees/Independent Directors of
 the Company pursuant to Employee Stock Option Scheme - 2007 (''ESOP -
 2007'') of the Company and these shares were duly admitted for trading
 on NSE and BSE.
 
 During the Financial Year 2008-09, your Company had come up with Rights
 Issue of 518,149,592 equity shares of Rs. 1 each, issued at Rs. 22 per
 share (including premium of Rs. 21 per share), payable in three
 installments. Upon receipt of valid first and second call money, during
 the year under review, the Company converted 459,308 equity shares from
 0.50 paid up to 0.75 paid up and 2,499,507 equity shares from 0.75 paid
 up to fully paid up.
 
 Pursuant to the issue of further equity shares under ESOP and
 subsequent to conversion of partly paid equity shares, the paid up
 capital of your Company during the year has increased from Rs.
 1,064,423,875 comprising of 1,061,701,440 equity shares of Rs. 1 each,
 fully paid up, 2,062,513 equity shares of Rs. 1 each, paid up Rs. 0.75
 per equity share and 659,922 equity shares of Rs. 1 each, paid up Rs.
 0.50 per equity share to Rs. 1,064,779,289.5 comprising of
 1,064,662,247 equity shares of Rs. 1 each, fully paid up, 22,314 equity
 shares of Rs. 1 each, paid up Rs. 0.75 per equity share and 200,614
 equity shares of Rs. 1 each, paid up Rs. 0.50 per equity share. As on
 March 31, 2013, the Company has not received the valid Second call on
 22,314 partly paid equity shares and first and second call on 200,614
 partly paid equity shares.
 
 RIGHT ISSUE OF SHARES & UTILISATION OF PROCEEDS THEREOF
 
 Out of the total Right Issue size of Rs. 113,992.91 Lakhs, the Company
 has received a sum of Rs. 113,959.03 Lakhs towards the Share
 Application and Call Money as at March 31, 2013, the details of which
 has been provided under the preceding heading.
 
 The utilization of Rights Issue proceeds are placed before the Audit
 Committee of the Board on Quarterly and Annual basis. Further, the
 Company also provides the details of the utilization of Rights Issue
 proceeds to the Monitoring Agency on half yearly basis and furnishes
 the Monitoring Report to the Stock Exchanges.
 
 The Board at its meeting held on May 28, 2009 approved to make changes
 in the manner of usage of right issue proceeds. The manner of
 utilization of rights issue proceeds as on March 31, 2013, is as under:
 
 Particulars                                     Amount
                                                (Rs. in Lacs)
 
 Repayment of loans                              28,421.44
 
 Repayment of loans received after
 launch of the Rights Issue                      24,300.00
 
 General Corporate Purpose/
 Operation Expenses                              19,693.06
 
 Acquisition of Consumer Premises                26,000.00
 Equipment (CPE) including leased CPE
 
 Issue Expenses                                     544.52
 
 Total                                           98,959.03
 
 The Eighth (8th) Monitoring Report for Half Year period, July 2012 -
 December 2012 containing deviation from the original proposed
 expenditure plan and in accordance with the revised plan was recorded
 by the Audit Committee and the Board at their respective meetings and
 necessary compliance in this regard had been carried out.
 
 GLOBAL DEPOSITORY RECEIPT
 
 The Global Depository Receipt (''GDR'') Offer of the Company for 117,035
 GDRs at a price of US $ 854.50 per GDR, each GDR representing 1,000
 fully paid equity shares of the Company were fully subscribed by Apollo
 India Private Equity II (Mauritius) Limited.  The underlying shares
 against each of the GDRs were issued in the name of the Depository -
 Deutsche Bank Trust Company Americas. As on March 31, 2013, 85,035 GDRs
 have remained outstanding, the underlying shares of which forms part of
 the existing paid up share capital of the Company.
 
 The manner of utilization of GDR proceeds as on March 31, 2013, is as
 under:
 
 Particulars                                    Amount
                                               (Rs. in Lacs)
 
 Assets purchases including CPE                   7,669.88
 
 Issue Expenses                                     344.63
 
 Advance to Subsidiary                               56.14
 
 Repayment of Bank Loans                            755.22
 
 Operation Expenses                              21,819.05
 
 Less: Interest Earned                             (439.94)
 
 Bank Balances                                   22,266.15
 
 Total                                           52,471.13
 
 EMPLOYEE STOCK OPTION SCHEME
 
 In compliance with the Securities and Exchange Board of India (Employee
 Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
 1999, as amended from time to time, your Board had authorized the
 Remuneration Committee to administer and implement the Company''s
 Employees Stock Option Scheme (ESOP - 2007) including deciding and
 reviewing the eligibility criteria for grant and/or issuance of stock
 options to the eligible Employees/Independent Directors under the
 Scheme. Further, your Board also constituted an ESOP Allotment
 Committee to consider, review and allot equity shares to the eligible
 Employees/ Independent Directors exercising the stock options under the
 Employee Stock Option Scheme (ESOP - 2007) of your Company.
 
 During the period under review, the Remuneration Committee of the Board
 granted 141,450 stock options at Rs. 68.10/- per stock option to the
 eligible employee as per the ESOP - 2007.The ESOP Allotment Committee
 of the Board, during the year, issued and allotted 461,300 fully paid
 equity shares, upon exercise of the stock options by eligible
 Employees/ Independent Directors under the ESOP - 2007.
 
 Applicable disclosures relating to Employees Stock Options as at March
 31, 2013, pursuant to Clause 12 (Disclosure in the Directors'' Report)
 of the SEBI (Employees'' Stock Option Scheme and Employees'' Stock
 Purchase Scheme) Guidelines, 1999 are given as ''Annexure A'' to this
 Report.
 
 A certificate to the effect that the ESOP - 2007 Scheme has been
 implemented in accordance with the SEBI Guidelines and as per the
 resolution passed by the members of the Company authorizing issuance of
 the said ESOP, as prescribed under Clause 14 of the said Guidelines has
 been issued by the Statutory Auditors of the Company. The said
 certificate shall be available for inspection at the Annual General
 Meeting of the Company and a copy of the same shall be available for
 inspection at the Registered Office of the Company.
 
 PUBLIC DEPOSITS AND LOANS / ADVANCES
 
 During the year under review, your Company has not accepted any
 Deposits under Section 58A and Section 58AA of the Companies Act, 1956
 read with Companies (Acceptance of Deposits) Rules, 1975. Pursuant to
 Clause 32 of the Listing Agreement, the particulars of loans/advances
 given to Subsidiary Companies have been disclosed in the Annual
 Accounts of the Company.
 
 CORPORATE GOVERNANCE
 
 Your Company continues to practice the principles of good Corporate
 Governance over the years and lays strong emphasis on transparency,
 accountability and integrity. Your Company believes that pursuing good
 Corporate Governance practices is indispensable for sustaining any
 business and generate long term value for all of its Stakeholders. The
 Corporate Governance practice in place at your Company has a holistic
 view with value based governance aiming at and committed towards
 corporate social upliftment and social responsibility.
 
 Your Company has documented internal governance policies and put in
 place a formalized system of Corporate Governance which sets out the
 structure, processes and practices of governance within the Company and
 serves as a guide for day to day business and strategic decision making
 in your Company.
 
 Your Company is committed to benchmarking itself with global standards
 for providing good Corporate Governance. It has put in place an
 effective Corporate Governance System which ensures that the provisions
 of Clause 49 of the Listing Agreement are duly complied with. The Board
 has also evolved and adopted a Code of Conduct based on the principles
 of Good Corporate Governance and best management practices being
 followed globally.
 
 Based on ''Corporate Governance Voluntary Guidelines 2009'' issued by the
 Ministry of Corporate Affairs in December 2009, your Company has in
 place a Nomination Committee to inter-alia evaluate the current process
 of nominating / appointing Directors on the Board of the Company,
 formulating guidelines for evaluation of candidature of individuals for
 nominating and/or appointing as Director etc.
 
 A separate detailed report on Corporate Governance pursuant to
 requirement of Clause 49 of the Listing Agreement together with
 Certificate issued by the Statutory Auditors of the Company on
 compliance of the same forms part of this Annual Report.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 Management Discussion and Analysis Statement for the year under review
 as provided under Clause 49 of the Listing Agreement with the Stock
 Exchanges in India is separately attached hereto and forms a part of
 this Annual Report.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 Corporate Social Responsibility (''CSR'') is at the core of your
 Company''s vision and mission which is achieved by focusing on the
 interest of the employees, customers and shareholders of your Company
 and the society at large. Your Company continues to strive for
 sustainability in its operations by promoting integration of CSR into
 the business strategy as well as its everyday functioning. Your Company
 aims at managing its business processes in such a way so as to produce
 an overall positive impact on the society.
 
 As part of the Essel Group of Companies, your Company has at a unified
 and centralized level, put in place a Corporate Social Responsibility
 (CSR) policy which is based on a belief that a business cannot succeed
 in a society that fails and therefore it is imperative for business
 houses, to invest in the future by taking part in social-building
 activities.
 
 During the year under review, Essel Group continued to support cause of
 Ekal Vidyalaya Foundation, an NGO that works to bring about basic
 literacy and health awareness amongst the tribal and rural population
 of India; Global Vipassana Foundation which helps propagate Vipassana,
 the non-sectarian rational process of self-purification with the aim of
 bringing about peace both within the individual and the society in
 general; and Global Foundation for Civilizational Harmony, a body which
 aims to create a peaceful and harmonious society.
 
 POSTAL BALLOT
 
 During the year under review, your Company sought the approval of the
 Shareholders on the following matters, vide Postal Ballot Notice(s)
 dated August 9, 2012 and October 18, 2012. The said notices along with
 Postal Ballot Form and Business Reply Envelopes were duly sent to the
 Shareholders of your Company and your Company also offered E-Voting
 facility as an alternate option for voting by the Shareholders, which
 enabled them to cast their votes electronically, instead of Physical
 Postal Ballot Form. The results on the voting conducted through Postal
 Ballot process were declared on October 17, 2012 and November 26, 2012
 respectively.
 
 I.  Resolutions passed on October 17, 2012 vide Postal Ballot Notice
 dated August 9, 2012
 
 Resolution 1 - Alteration of the ''Other Objects'' clause of Memorandum
 of Association of the Company.
 
 Resolution 2 - Re-Appointment of Mr.  Jawahar Lal Goel as the Managing
 Director of the Company.
 
 Resolution 3 - Consent under Section 314(1B) of the Companies Act, 1956
 for revision in remuneration and terms of appointment of Mr. Gaurav
 Goel.
 
 Resolution 4 - Approval pursuant to Section 372A of the Companies Act,
 1956.
 
 II.  Resolutions passed on November 26, 2012 vide Postal Ballot Notice
 dated October 18, 2012
 
 Resolution 1 - Increase of Authorised Share Capital of the Company and
 consequent change in Clause V of the Memorandum of Association of the
 Company relating to Share Capital.
 
 Resolution 2 - Amendments to Articles of Association of the Company.
 
 Resolution 3 - Increase In Foreign Investment Limits.
 
 Resolution 4 - Raising of Funds through further Issue of Securities.
 
 The procedure prescribed under Section 192A of the Companies Act, 1956,
 read with the Companies (Passing of the Resolution by Postal Ballot)
 Rules 2011, was adopted for both the Postal Ballots.
 
 Further, details related to the Postal Ballot procedure adopted, voting
 pattern and results thereof have been provided under the General
 Meeting Section of Corporate Governance Report.
 
 DIRECTORS
 
 During the year under review, Dr. Pritam Singh, Independent
 Non-Executive Director of your Company and Mr. Sanjay Hiralal Patel,
 Alternate Director to Mr.  Mintoo Bhandari (Non-Executive Nominee
 Director) ceased to be the Directors of your Company due to their
 resignation from the Board with effect from October 1, 2012 and October
 18, 2012 respectively.
 
 Also, Mr. Utsav Baijal was appointed as Alternate Director to Mr.
 Mintoo Bhandari with effect from October 18, 2012.
 
 In accordance with the provisions of Companies Act, 1956, Mr. Subhash
 Chandra, Non-Executive Director and Mr. Eric Zinterhofer, Independent
 Non-Executive Director, will retire by rotation at the ensuing Annual
 General Meeting of your Company and being eligible, have offered
 themselves for re-appointment. Your Board has recommended their
 re-appointment in the overall interest of your Company.
 
 A brief resume, nature of expertise, details of directorship in other
 Indian Public Limited Companies, of the Directors proposing their
 re-appointment, along with their shareholding in the Company as
 stipulated under Clause 49 of the Listing Agreement with the Stock
 Exchanges is included in the Report on Corporate Governance forming
 part of this Annual Report.
 
 AUDITORS
 
 The Statutory Auditors M/s B S R & Co., Chartered Accountants, Gurgaon,
 having Firm Registration No. 101248W, hold office until the conclusion
 of the ensuing Annual General Meeting and are eligible for
 re-appointment.
 
 Your Company has received confirmation from the Auditors to the effect
 that (i) their re-appointment, if made would be within the limits
 prescribed under Section 224(1B) of the Companies Act, 1956; (ii) that
 they are not disqualified for re-appointment within the meaning of
 Section 226 of the said Act and (iii) they have been provided a valid
 certificate from the Peer Review Board of the Institute of Chartered
 Accountants of India (ICAI).
 
 AUDITORS'' REPORT
 
 The report of the Statutory Auditor of the Company contains
 qualification statement.
 
 The response of the Management to the comment of the Statutory Auditor
 mentioned at serial number 4 of the Audit Report is as follows - The
 Lease rental is a financial transaction based on cost of fund, taxation
 and cash flow consideration. Depreciation is not directly linked with
 the lease period but it is more to do with life of the set top box,
 repair, maintenance and other service related issues. However, your
 Company has already put in place the process of charging depreciation
 and amortisation of lease rentals on Consumer Premises Equipment
 (''CPE'') in terms of the Accounting Standard - 19 from April 1, 2012.
 The lease rental and depreciation period is synchronised without any
 gap in recognition of both the items. Both of them are
 amortized/depreciated over a period of five years.
 
 COST AUDIT
 
 In compliance with The Companies (Cost Audit Report) Rules, 2011 and
 Cost Accounting Records (Telecommunication Industry) Rules, 2011 issued
 by the Central Government, your Company has re-appointed M/s Chandra
 Wadhwa & Co., Cost Accountants (Membership Number - 6797), as the Cost
 Auditor of your Company for carrying out the audit of cost accounts,
 cost records & cost statements and submission of Cost Audit Report &
 Compliance Report for the Financial Year 2012-13. The due date for
 submission of the Cost Audit Report and Compliance Report for the
 financial year 2012-13 is September 30, 2013.
 
 For the Financial Year 2011-12, The Ministry of Corporate Affairs,
 Government of India vide its General Circular No. 2/2013 dated January
 31, 2013 allowed the Companies to file their Cost Audit Report and
 Compliance Report for the Financial Year 2011-12 in extensible Business
 Reporting Language (''XBRL) mode, within 180 days from the close of the
 Financial Year or by February 28, 2013, whichever is later. In
 compliance with the same, your Company has duly submitted the Cost
 Audit Report along with requisite Annexures and attachments in XBRL
 mode with the Ministry of Corporate Affairs, Government of India on
 January 29, 2013.
 
 Your Board, upon recommendation of the members of the Audit Committee,
 have approved the re- appointment of M/s Chandra Wadhwa & Co. as the
 Cost Accountant for the Financial Year 2013-14.  M/s Chandra Wadhwa &
 Co. has furnished their consent, compliance certificate and
 affirmations pursuant to Sections 224(1B), 233B, 226(3) and 226(4) of
 the Companies Act, 1956.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
 AND OUTGO
 
 Your Company is in the business of providing Direct- to- Home (''DTH'')
 services. Since the said activity does not involve any manufacturing
 activity, most of the Information required to be provided under Section
 217(1)(e) of the Companies Act, 1956 read with the Companies
 (Disclosure of Particulars in the Report of the Board of Directors)
 Rules, 1988, are not applicable.
 
 However the information, as applicable, are given hereunder:
 
 CONSERVATION OF ENERGY:
 
 Your Company, being a service provider, requires minimal energy
 consumption and every endeavor is made to ensure optimal use of energy,
 avoid wastages and conserve energy as far as possible.
 
 TECHNOLOGY ABSORPTION:
 
 In its endeavor to deliver the best to its viewers and business
 partners, your Company is constantly active in harnessing and tapping
 the latest and best technology in the Industry.
 
 FOREIGN EXCHANGE EARNINGS AND OUTGO:
 
 Particulars of foreign currency earnings and outgo during the year are
 given in Note no. 30, 31 and 32 to the notes to the Accounts forming
 part of the Annual Accounts.
 
 HUMAN RESOURCE MANAGEMENT
 
 Long term development of human capital and strategic employment of
 retention tools is at the core of your Company''s strategy. Your Company
 believes that its Employees are the most valuable assets and vital for
 the sustained growth of the Company. We at Dish TV, encourage
 innovation, meritocracy and the pursuit of excellence by setting up
 robust recruitment and human resource management policies.
 
 Your Company has young and vibrant team of highly qualified
 professionals at all levels.To retain and develop these employees, your
 Company has been working with an objective to enhance employee
 competence through various initiatives and maximizing employee
 contribution towards the organizational goals.
 
 The Management of your Company aims at developing such strategies that
 not only promise attraction of best talent in your Company but also
 ensures their retention by building trust and instilling devotion in
 the employees at all levels. Your Company aims to incorporate the
 planning and control of manpower resource into the corporate level
 plans so that all resources are used together in the best possible
 combination. Pay revisions and other benefits are designed in such a
 way to compensate for good performance of the employees of your
 Company. Your Company has also put in place a feedback mechanism and
 has taken steps towards employee growth and sustaining high level of
 motivation amongst all.
 
 PARTICULARS OF EMPLOYEES
 
 Your Board wishes to extend its appreciation to all the employees of
 the Company for their contribution in the business of the Company
 during the year under review. The information required under Section
 217(2A) of the Companies Act, 1956 (''Act'') read with the Companies
 (Particulars of Employees) Rules, 1975, is required to be set out in an
 annexure to this report. However, in terms of Section 219(1)(b) of the
 Act, the Report and Accounts are being sent to the shareholders
 excluding the aforesaid annexure. Any shareholder interested in
 obtaining copy of the same may write to the Company Secretary at the
 Corporate Office of the Company. None of the employees, except Mr.
 Jawahar Lal Goel, mentioned in the said list are related to any
 Director of the Company.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 In terms of and pursuant to Section 217(2AA) of the Companies Act,
 1956, as amended from time to time, in relation to the Annual Financial
 Statements for the Financial Year 2012-13, your Directors confirm the
 following:
 
 a) The Financial Statements have been prepared on a ''going concern''
 basis and in such preparation the applicable Accounting Standards had
 been followed with proper explanation relating to material departures;
 
 b) Accounting policies selected were applied consistently and the
 judgments and estimates related to the Financial Statements have been
 made on a prudent and reasonable basis, so as to give a true and fair
 view of the state of affairs of the Company as at March 31, 2013, and
 of the profit or loss of the Company for the year ended on that date;
 
 c) Proper and sufficient care has been taken for maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956, to safeguard the assets of the Company and to
 prevent and detect fraud and other irregularities; and
 
 d) Adequate internal systems and controls are in place to ensure
 compliance of laws applicable to the Company.
 
 INDUSTRIAL OPERATIONS
 
 The Company maintained healthy, cordial and harmonious industrial
 relations at all levels. The enthusiasm and unstinting efforts of the
 employees have enabled your Company to remain at the leadership
 position in the Industry. It has taken various steps to improve
 productivity across the organization.
 
 ACKNOWLEDGEMENT
 
 It is our strong belief that caring for our business constituents has
 ensured our success in the past and will do so in future. Your
 Directors acknowledge with sincere gratitude the co-operation and
 assistance extended by the Central and State Governments, the Ministry
 of Information and Broadcasting (MIB''), the Department of
 Telecommunication (''DOT'') and Foreign Investment Promotion Board
 (''FIPB''), Ministry of Finance, the Telecom Regulatory Authority of
 India (''TRAI''), the Stock Exchanges - and other stakeholders including
 viewers, vendors, bankers, investors, service providers as well as
 other regulatory and government authorities.
 
 Your Board also takes this opportunity to express its deep gratitude
 for the continued co-operation and support received from its valued
 stakeholders.
 
                              For and on behalf of the Board
  
                              Jawahar Lal Goel      Arun Duggal
 
                              Managing Director     Director
 
 Place : Noida
 
 Date : 23 May 2013
Source : Dion Global Solutions Limited
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